• 16.06.2008, 08:35:43
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  • OTE0002

CompuGROUP secures majority shareholding in Profdoc ASA (Lysaker, Norway)

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Koblenz (euro adhoc) - Press release 16 June 2008

The board of directors of Profdoc ASA recommends acceptance of mandatory offer
from CompuGROUP Holding AG

(Oslo), 16 June 2008, CompuGROUP Holding AG ("CompuGROUP") today announces that
it 15 June 2008 acquired 10 543 004 shares, and obtained an unconditional
irrevocable undertaking for a further 1 068 800 shares, in Profdoc ASA
("Profdoc") at NOK 40 per share.

Following the acquisition on 15 June 2008, CompuGROUP owns 12 593 439 shares,
corresponding to 63.40 percent of the outstanding shares of Profdoc. With the
shares covered by the irrevocable undertaking to acquire 1 068 800 shares,
CompuGROUP controls 13 662 239 shares, corresponding to 68.78 per cent of the
outstanding shares of Profdoc.

The acquisition of shares by CompuGROUP is supported by the board of directors
of Profdoc, and the shares acquired includes the shares held by Profdoc's board
members and executive management, including by Chairman Einar J. Greve (through
Positano AS) and board member Eigil S. Spetalen (through Kristianro AS),
management members Christian Teig (CEO) and Susan Hagerty (EVP), as well as
shares controlled/held by Rosenlund ASA and Dyvi Invest AS that both where
represented on the board until the annual general meeting held 8 May 2008.

As result of the acquisition of shares, CompuGROUP will make a mandatory offer
for the remaining outstanding shares in Profdoc in accordance with the
Norwegian Securities Trading Act § 6-1. The offer price in the mandatory offer
will be a cash consideration of NOK 40 per Profdoc share, which is equal to the
highest price that CompuGROUP has paid Profdoc shares over the last six month
period. The complete details of the mandatory offer will be contained in the
offer document which will be sent to Profdoc shareholders as soon as
practically possible.

The Board of Directors of Profdoc ASA will issue a separate statement
recommending the offer to be included in CompuGROUP's offer document for the
mandatory offer.

The price of NOK 40 per share represents a premium of 54 percent compared to
Profdoc's closing share price on 18 April 2008, the last trading day prior to
CompuGROUP's voluntary offer which was announced 21 April 2008, and a premium
of 34 percent compared to closing price Friday 13 June 2008, the last trading
day prior to this announcement.

"We are positive to partner Profdoc with CompuGROUP as the joint company will
be a driving force in the global health care IT markets. We are confident that
CompuGROUP will continue the strategic development of Profdoc both in the
Nordic region and in new markets. We belive that NOK 40 per Profdoc share
represents a fair price to our shareholders.", says Einar J. Greve, chairman of
the board of Profdoc.

"We are exited about the acquisition of Profdoc and appreciates the support for
the transaction by the board of Profdoc. Profdoc will complement our current
operations well based on its strong position in the Nordic area where we
currently have no presence. We are impressed by the strong performance of
Profdoc and look forward to working with the company as part of the CompuGROUP
group of companies.", says Frank Gotthard, founder, main shareholder and
chairman of the management board of CompuGROUP.

Medici Corporate ASA acts as sole financial advisor in the transaction to
Profdoc and SEB Enskilda AS acts as sole financial advisor in the transaction
to CompuGROUP.

For further information, please contact:

CompuGROUP Holding AG
Markus Georgi
Head of the IR department
Telephone: +49 (261) 8000 1238
E-Mail: investor@compugroup.com

Profdoc ASA
Einar J. Greve
Telephone +47 90 02 77 66

About CompuGROUP Holding AG
CompuGROUP is one of the leading eHealth companies in Europe. Its software
products, designed to support all medical and organizational activities in
doctors' surgeries and hospitals, its information services for all involved
parties within the healthcare system and its webbased personal health records
contribute to safer and more efficient healthcare. The services of CompuGROUP
are centered on its unique customer base of around 300,000 doctors, dentists,
hospitals, associations and networks as well as other service providers.
CompuGROUP operates in 9 European countries and currently employs around 1,800
people.

About Profdoc ASA
Profdoc is a leading vendor of healthcare information technology for office-
based physicians, hospitals and laboratories. Since the inception in 1985,
Profdoc has built a solid business and created a strong brand for efficient,
intuitive, user friendly and reliable IT-solutions for healthcare providers.
More than 52,000 concurrent users at more than 5,750 sites now use Profdoc
systems to manage clinical, administrative and financial tasks. For more
information visit: www.profdoc.com.

* * *

This announcement and the information contained herein are restricted and are
not for release, publication or distribution, in whole or in part, in or into
the USA, Canada, Australia or Japan.This announcement is not, and shall not be
construed as, an offer to purchase shares in Profdoc ASA. The mandatory offer
to be set out in the mandatory offer document will not be made, directly or
indirectly, in or into the United States, Canada, Australia or Japan.

Further inquiry note:
Ralf Glass
Vicepresident CEO support
Tel.: +49 (0)261 8000 1236
E-Mail: investor@compugroup.com

end of announcement euro adhoc
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emitter: CompuGROUP Holding AG
Maria Trost 21
D-56070 Koblenz
phone: +49 (0)261 80 00-0
mail: holding@compugroup.com
WWW: http://www.compugroup.com
sector: Software
ISIN: DE0005437305
indexes:
stockmarkets: regulated dealing/prime standard: Börse Frankfurt, free trade:
Börse Berlin, Börse Hamburg, Börse Stuttgart, Börse Düsseldorf,
Börse München
language: English

OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS - WWW.OTS.AT | CNE

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